Audit Committee Charter | As Approved by the Board of Directors on 28 October 2010

1. Recommending the selection of independent auditors to the Board.
   
   
   1. The Committee will recommend to the Board of Directors the selection of ICANN's independent auditors and the annual fees to be paid for services rendered by the independent auditors.
   
   
   1. The Committee will review the proposed audit plan(s) developed the independent auditors.
   
   
   1. The Committee will periodically review the performance, qualifications and independence of the independent auditors, and recommend to the Board any proposed retention or discharge of the independent auditors.

1. Receiving and reviewing status reports from independent auditors as required and recommended.

1. Receiving, reviewing and forwarding to the Board the annual financial report of the independent auditors.
   
   
   1. The Committee will review ICANN's annual financial statements and reports as required by law and ICANN's Bylaws.
   
   
   1. The Committee will review and discuss the required communication from the independent auditor in relationship to the reliance on internal controls and the comments on those internal controls, if any.
   
   
   1. The Committee will forward to the Board and recommend acceptance of ICANN's audited annual financial statements and reports and the annual financial management letter of the independent auditors, including Committee comments, if any.

1. Overseeing ICANN's internal financial and accounting controls and procedures designed to promote compliance with accounting standards, and applicable laws and regulations.
   
   
   1. The Committee will periodically review ICANN's system of internal financial and accounting controls, including its financial risk assessment and financial risk management policies, including any relevant insurance coverage, and make recommendations for changes, if any.
   
   
   1. The Committee will monitor the performance of ICANN's accounting and financial reporting process, internal financial controls and financial audits.
   
   
   1. The Committee will oversee ICANN's compliance with generally accepted accounting principles for nonprofit organizations, and with any legal or regulatory requirements related to: (i) ICANN's accounting and financial management systems; and (ii) ICANN's financial reports.
   
   
   1. The Committee will oversee investigations resulting from reports of questionable accounting or financial matters or financially-related fraud concerns, including receiving management reports about calls made to the anonymous reporting hotline pursuant to the ICANN whistleblower policy, as those calls relate to the reporting of concerns as enumerated above.

   In addition, the Committee may perform other duties or responsibilities, if any delegated to the Committee by the Board from time to time.

The Committee shall be comprised of at least three but not more than four voting Board Directors and not more than one non-voting Liaison Director, as determined and appointed annually by the Board, each of whom shall comply with the Conflicts of Interest Policy. The voting Directors shall be the voting members of the Committee. The members of the Committee shall serve at the discretion of the Board.

Committee members must, to the extent practicable, be independent Directors of ICANN, as determined by the policies and practices of the organization. The Committee shall have access to financial expertise, preferably through the inclusion on the Committee of at least one voting Director with the requisite level of financial expertise as deemed acceptable by the Board.

Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair from among the voting members of the Committee by majority vote of the full Committee membership.

The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee may seek approval and budget from the Board for the appointment of consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.

The Committee shall meet at least four times per year, or more frequently as it deems necessary to carry out its responsibilities. The Committee's meetings may be held by telephone and/or other remote meeting technologies. Meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together, provided that regularly scheduled meetings generally shall be noticed at least one week in advance.

A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.

A preliminary report with respect to actions taken at each meeting (telephonic or in-person) of the Committee, shall be recorded and distributed to committee members within two working days, and meeting minutes shall be posted promptly following approval by the Committee.

The performance of the Committee shall be reviewed annually and informally by the Board Governance Committee. The Board Governance Committee shall recommend to the full Board changes in membership, procedures, or responsibilities and authorities of the Committee if and when deemed appropriate. Performance of the Committee shall also be formally reviewed as part of the periodic independent review of the Board and its Committees.

The Committee shall also conduct a separate self-evaluation of its performance and produce a report to the Board Governance Committee regarding any suggestions for changes to this Charter as identified through the self-evaluation process.